<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2004

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572

                                 --------------

                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   23-2758853
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2 Yes [ ] No [X]

         As of May 17, 2004, there were 1,011,366 shares outstanding of
Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of
Diamond's Series A 12% Senior Cumulative Preferred Stock ($.01 par value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2004

                                     INDEX

<TABLE>
<CAPTION>
                                                                                Page No.
                                                                                --------
<S>                                                                             <C>
Part I. Financial Information

        Item 1. Consolidated Financial Statements

                Condensed Consolidated Balance Sheets -
                   March 31, 2004 (unaudited) and December 31, 2003.............    3

                Condensed Consolidated Statements of Operations (unaudited) -
                   Three Months Ended March 31, 2004 and 2003...................    4

                Condensed Consolidated Statements of Cash Flows (unaudited) -
                   Three Months Ended March 31, 2004 and 2003...................    5

                Notes to Unaudited Condensed Consolidated Financial Statements..    6

        Item 2. Management's Discussion and Analysis of Financial
                   Condition and Results of Operations..........................   10

        Item 3. Quantitative and Qualitative Disclosures about Market Risk......   15

        Item 4. Controls and Procedures.........................................   16

Part II. Other Information

        Item 1. Legal Proceedings...............................................   17

        Item 6. Exhibits and Reports on Form 8-K................................   17

                Signature.......................................................   18
</TABLE>

                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                                   March 31, 2004  December 31, 2003
                                                                                   --------------  -----------------
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                          $   1,834         $      35
  Accounts receivable, net                                                              12,200            10,353
  Other receivables                                                                        358               402
  Inventories                                                                           13,242            13,493
  Prepaid expenses                                                                       1,643             1,783
  Deferred income taxes                                                                  3,089             3,038
                                                                                     ---------         ---------
Total current assets                                                                    32,366            29,104
                                                                                     ---------         ---------

Equipment and leasehold improvements, net                                                6,217             6,547

Deferred loan costs and senior notes discount, net                                       2,524             2,706
Deferred income taxes                                                                   36,742            36,473
Other assets                                                                               469               502
                                                                                     ---------         ---------
Total assets                                                                         $  78,318         $  75,332
                                                                                     =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                                   $  12,436         $  12,492
  Accrued expenses:
      Payroll and related items                                                          6,085             4,341
      Accrued interest                                                                   3,701             1,859
      Accrued income taxes                                                                 461               461
      Other                                                                              1,635             1,141
                                                                                     ---------         ---------
 Total accrued expenses                                                                 11,882             7,802
                                                                                     ---------         ---------

Total current liabilities                                                               24,318            20,294
                                                                                     ---------         ---------

Long-term debt:
  Senior notes                                                                          79,758            79,758
  Credit facility                                                                        1,500             2,500
                                                                                     ---------         ---------
Total long-term debt                                                                    81,258            82,258
                                                                                     ---------         ---------

    Total liabilities                                                                  105,576           102,552
                                                                                     ---------         ---------

Series A 12% senior redeemable cumulative preferred stock - par value $0.01 per
      share; authorized 100,000 shares; issued and outstanding
      35,000 shares in 2004 and 2003, at liquidation preference value                   71,148            69,076
                                                                                     ---------         ---------

Stockholders' equity (deficit):
Common stock, 2004 and 2003 par value $0.01 per share; authorized
      1,100,000 shares; issued and outstanding 1,026,366 shares in 2004 and 2003            10                10
Additional paid-in capital                                                              25,172            27,244
Deferred compensation                                                                     (228)             (255)
Retained earnings (accumulated deficit)                                               (123,060)         (122,995)
Common stock in treasury, at cost, 15,000 shares in 2004 and 2003                         (300)             (300)
                                                                                     ---------         ---------
    Total stockholders' equity (deficit)                                               (98,406)          (96,296)
                                                                                     ---------         ---------

Total liabilities and stockholders' equity (deficit)                                 $  78,318         $  75,332
                                                                                     =========         =========
</TABLE>

            See notes to condensed consolidated financial statements

                                       3
<PAGE>

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                  Three Months Ended  Three Months Ended
                                                    March 31, 2004      March 31, 2003
                                                  ------------------  ------------------
<S>                                               <C>                 <C>
Net sales                                             $ 53,376            $ 54,133
Cost of sales                                           15,186              16,237
                                                      --------            --------
Gross profit                                            38,190              37,896

Operating expenses                                      36,485              34,395
                                                      --------            --------

Income from operations                                   1,705               3,501

Other (income) expense:
     Interest income                                         -                 (15)
     Interest expense                                    2,089               2,398
                                                      --------            --------
                                                         2,089               2,383
                                                      --------            --------

(Loss) income before provision for income taxes           (384)              1,118

Provision (benefit) for income taxes                      (319)                436
                                                      --------            --------

Net (loss) income                                          (65)                682

Preferred stock dividends                                2,072               1,841
                                                      --------            --------
Net loss applicable to common stockholders            ($ 2,137)           ($ 1,159)
                                                       =======             =======
</TABLE>

            See notes to condensed consolidated financial statements

                                       4
<PAGE>

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                  Three Months Ended  Three Months Ended
                                                    March 31, 2004      March 31, 2003
                                                  ------------------  ------------------
<S>                                               <C>                 <C>
OPERATING ACTIVITIES
    Net cash provided by operating activities          $ 3,064             $ 5,023
                                                       -------             -------

INVESTING ACTIVITIES
    Capital expenditures                                  (321)               (382)
    Proceeds from sale of equipment                         23                  22
    Decrease in other assets                                33                  34
                                                       -------             -------
Net cash (used in) investing activities                   (265)               (326)
                                                       -------             -------
FINANCING ACTIVITIES
    Proceeds from credit facility                        8,250
    Payments on credit facility                         (9,250)                  -
                                                       -------             -------
Net cash (used in) financing activities                 (1,000)                  -
                                                       -------             -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                1,799               4,697

Cash and cash equivalents, beginning of period              35               2,094
                                                       -------             -------
Cash and cash equivalents, end of period               $ 1,834             $ 6,791
                                                       =======             =======
</TABLE>

            See notes to condensed consolidated financial statements

                                       5
<PAGE>

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

         These interim financial statements are unaudited but, in the opinion
         of management, reflect all adjustments (consisting only of normal
         recurring adjustments) necessary to present fairly the data for the
         interim periods presented. The interim financial statements should be
         read in conjunction with the audited financial statements and notes
         thereto contained in Diamond's Annual Report on Form 10-K for the year
         ended December 31, 2003. Diamond's results for interim periods are not
         normally indicative of results to be expected for the fiscal year.
         Weather has historically affected Diamond's sales and net income, with
         severe weather generating increased sales and net income, and mild
         weather resulting in lower sales and net income. In addition, Diamond's
         business is somewhat seasonal, with the first and fourth calendar
         quarters traditionally its slowest periods of activity.

         Preferred Stock:

         At March 31, 2004 and December 31, 2003, the liquidation value of the
         Preferred Stock recorded on Diamond's Balance Sheet was $71,148 and
         $69,076, respectively, which includes dividends of $36,148 and $34,076,
         respectively.

         Borrowings:

         Credit Facility - On March 27, 2000, Diamond entered into a revolving
         credit facility (the "Credit Facility"), which had an initial term of
         four years and provides for revolving advances of up to the lesser of:
         (1) $25,000; (2) the sum of 85% of Diamond's Eligible Accounts
         Receivable (as defined in the Credit Facility) plus 85% of Diamond's
         Eligible Inventory (as defined in the Credit Facility), less certain
         reserves; or (3) an amount equal to 1.5 times Diamond's EBITDA (as
         defined in the Credit Facility) for the prior twelve months. On
         November 26, 2003, Diamond amended the Credit Facility, which, among
         other things extended the term for an additional three year period
         through March 27, 2007. A portion of the Credit Facility, not to exceed
         $10,000, is available for the issuance of letters of credit, which
         generally have an initial term of one year or less. Diamond had $6,141
         in outstanding letters of credit at March 31, 2004. Borrowings under
         the Credit Facility bear interest, at Diamond's discretion, at either
         the JP Morgan Chase Manhattan Bank Rate (as defined in the Credit
         Facility) or LIBOR, plus a margin of 0.50% for the JP Morgan Chase
         Manhattan Rate and 2.25% for the LIBOR Rate. In addition, a commitment
         fee of 0.25% is charged against any unused balance of the Credit
         Facility. Interest rates are subject to increases or reductions based
         upon Diamond meeting certain EBITDA levels. The proceeds of the Credit
         Facility are available for working capital requirements and for general
         corporate purposes. The Credit Facility is secured by first priority
         security interests in all of Diamond's tangible and intangible assets.
         In addition, the Credit Facility contains certain restrictive covenants
         including, among other things, the maintenance of a minimum EBITDA
         level of $10,500 for the prior twelve months (the "EBITDA Covenant"),
         as well as restrictions on additional indebtedness, dividends and
         certain other significant transactions. Diamond was not in compliance
         with the EBITDA Covenant for the fiscal period ended March 31, 2004,
         as Diamond's EBITDA level for the prior twelve months was approximately
         $10.1 million. Diamond obtained a waiver as of March 31, 2004 with
         respect to the EBITDA Covenant, and amended the Credit Facility with
         respect to the EBITDA levels required to be maintained. $1,500 was
         outstanding under the credit facility at March 31, 2004.

         Stock Option Plan:

         In September 1998, the Board of Directors and stockholders of Diamond
         approved and adopted the Diamond Triumph Auto Glass 1998 Stock Option
         Plan (the "1998 Plan"). The 1998 Plan provides for the issuance of a
         total of 30,000 authorized and un-issued shares of common stock. As of
         March 31, 2004, the Board of Directors had granted 22,175 options to
         key employees of Diamond with an exercise price of $20.00 per share,
         which approximates fair value at the date of grant. The options vest
         evenly over five

                                       6
<PAGE>

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

         years and may not be exercised until the earlier of (a) 90 days after
         Diamond's Common Stock has become publicly traded or (b) 91 days prior
         to the tenth anniversary of the date of the grant. The 1998 Plan
         expires in September 2008. 500 options were granted in 2003 and no
         options were granted during the three months ended March 31, 2004.

         Diamond accounts for its stock option plan under Accounting Principles
         Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
         Employees," under which no compensation cost has been recognized for
         options issued to employees at fair market value on the date of grant.
         In 1995, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 123,
         "Accounting for Stock-Based Compensation." SFAS No. 123 established a
         fair value based method of accounting for stock-based compensation
         plans. SFAS No. 123 requires that a company's financial statements
         include certain disclosures about stock-based employee compensation
         arrangements regardless of the method used to account for the plan.

         As allowed by SFAS No. 123, Diamond has elected to continue to account
         for its employee stock-based compensation plans under APB Opinion No.
         25, and adopted only the disclosure requirements of SFAS No. 123. Had
         compensation cost for Diamond's common stock options been determined
         based upon the fair value of the options at the date of grant, as
         prescribed under SFAS No. 123, as amended by SFAS No. 148, "Accounting
         for Stock-Based Compensation - Transition and Disclosure", Diamond's
         net income (loss) would have been reduced to the following pro forma
         amounts:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED MARCH 31,
                                                   ----------------------------
Net Income                                           2004               2003
                                                   --------           -------
<S>                                                <C>                <C>
As reported                                        $   (65)           $   682
Add stock-based employee compensation expense
     included in reported net income, net of tax        16                 16
Deduct total stock-based employee compensation
     expense determined under fair-value-based
     method for all rewards, net of tax                (18)               (18)
                                                   -------            -------
Pro forma                                          $   (67)           $   680
                                                   =======            =======
</TABLE>


         The fair value of the options granted in 2003 was $2.63 using the
         Black-Scholes option-pricing model with the following assumptions:
         risk-free interest rate of 2.82%, volatility of 0% and expected
         dividend yield of 0%.

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2002, the FASB issued Interpretation No. 46, Consolidation
         of Variable Interest Entities ("FIN 46"). The Interpretation requires
         that a variable interest entity be consolidated by a company if that
         company is subject to a majority of the risk of loss from the variable
         interest entity's activities or entitled to receive a majority of the
         entity's residual returns or both. The consolidation requirements of
         FIN 46 are effective for all variable interest entities created or
         acquired after January 31, 2003. In December 2003, the

                                       7
<PAGE>

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

         Financial Accounting Standards Board issued a revision to FIN 46
         referred to as Interpretation No. 46 (R). Among other provisions, the
         revision extended the adoption date of FIN 46 (R) to the first quarter
         of 2004 for variable interest entities created prior to February 1,
         2003. The adoption of this interpretation had no impact on Diamond's
         consolidated financial statements.

NOTE 3.  EXECUTIVE COMPENSATION

         On June 1, 2002 (the "Grant Date"), Norman Harris (the "Executive") and
         Diamond entered into a Restricted Stock Agreement (the "Agreement")
         pursuant to which the Executive purchased from Diamond 26,366 shares
         (the "Restricted Shares") of Diamond's common stock, par value $0.01
         per share, for nominal consideration. The Agreement generally restricts
         the sale or transferability of shares of Common Stock held by the
         Executive before the Restrictions (as defined in the Agreement) have
         lapsed. The Executive has all rights and privileges of a stockholder
         with respect to the Restricted Shares, including voting rights and the
         right to receive dividends paid with respect to the Restricted Shares.
         Generally, the Restricted Shares vest and the Restrictions lapse: (i)
         with respect to 20% of the Restricted Shares on the Grant Date; and
         (ii) with respect to 20% of the Restricted Shares on each subsequent
         anniversary of the Grant Date until the Restricted Shares are fully
         vested. Compensation expense, unearned restricted stock compensation,
         and proceeds from common stock issued have been recognized based on the
         vesting periods and an estimated fair market value of $20 per share.

         On November 17, 2003, Diamond entered into an employment agreement with
         each of Kenneth Levine and Richard Rutta, pursuant to which Messrs.
         Levine and Rutta agreed to serve as the Co-Chairmen of Diamond at an
         annual salary of $320 each subject to annual review based on Diamond's
         and Messrs. Levine and Rutta's performance. The employment agreements
         provide for a term commencing on November 17, 2003 and ending on
         November 16, 2004. On March 15, 2004, the employment agreements were
         amended to reduce the annual salary for Messrs. Levine and Rutta to $52
         each. In addition to their annual salary, Messrs. Levine and Rutta are
         eligible to receive a bonus based upon the achievement of certain
         criteria. The employment agreements also contain various severance,
         non-competition, non-solicitation provisions, non-disclosure and
         assignment of inventions provisions.

NOTE 4.  LEGAL PROCEEDINGS

         On May 2, 2002, Diamond filed an amended Complaint with the United
         States District Court, Middle District of Pennsylvania against Safelite
         Glass Corporation (the "Defendant"). Diamond alleges, among other
         things, that the Defendant's conduct as (i) an operator of national
         telephone call centers which takes first notice of loss calls from
         insureds of several of the largest automobile insurers in the United
         States (the "Insurers"); (ii) a provider of various claims processing
         services to the Insurers as a third-party administrator; and (iii) an
         operator of a network of retail repair and replacement facilities who
         perform work for the Insurers as Safelite affiliates, violated certain
         federal and state laws and gave rise to other legal and equitable
         claims against the Defendant. Diamond alleges that the Defendant
         engaged in various practices designed to divert customers away from
         Diamond to the Defendant, and that Diamond has suffered damages as a
         result of this conduct in an amount to be determined at trial.

         On November 1, 2002, the Defendant filed a counter claim against
         Diamond, alleging, among other things, that Diamond has engaged and
         continues to engage in publishing certain false and defamatory
         statements about the Defendant to automobile insurance companies that
         are the Defendant's clients. Defendant alleges that this alleged
         conduct has injured the Defendant's goodwill and business reputation
         with its insurance

                                       8
<PAGE>

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

         clients and in the auto glass repair and replacement industry. Among
         other things, the Defendant is seeking damages in an amount to be
         determined at trial.

         On February 3, 2003, Delbert Rice and Kenneth E. Springfield, Jr., on
         behalf of themselves and all others similarly situated (the
         "Plaintiffs"), filed a class action Complaint in the Court of Common
         Pleas of Luzerne County, Pennsylvania against Diamond. Plaintiffs
         allege, among other things, Diamond violated certain sections of the
         Pennsylvania Unfair Trade Practices and Consumer Protection Law and
         common law. Plaintiffs allege that this alleged conduct has caused
         monetary damages to Plaintiffs. Among other things, Plaintiffs are
         seeking damages in an amount to be determined at trial. Diamond
         believes Plaintiffs' allegations are without merit and plans to
         vigorously contest this complaint.

         Diamond is involved in various claims and legal actions arising in the
         ordinary course of business. In the opinion of management, the ultimate
         disposition of these matters will not have a material adverse effect on
         Diamond's financials, results of operations or financial position. No
         amounts have been recorded in the consolidated financial statements for
         any of these legal actions.

NOTE 5.  INCOME TAXES

         As disclosed in the Company's 10-K for the year ended December 31,
         2003, the Internal Revenue Service has concluded its audit of the tax
         periods ended December 31, 1998, 1999, and 2000. As a result of this
         audit, the Internal Revenue Service issued a notice of proposed
         adjustments on February 20, 2002, which included a disallowance of the
         tax-deductible goodwill resulting from Diamond's March 31, 1998
         Recapitalization Transaction (as defined in Diamond's 10-K for the year
         ended December 31, 2003). The Internal Revenue Service has asserted
         that the Recapitalization Transaction did not qualify as a stock
         purchase, and accordingly, that the election under Internal Revenue
         Code Section 338(h)(10) was not valid. As a result, if the IRS position
         is sustained, tax-deductible goodwill would not be recognizable by
         Diamond.

         The proposed adjustments by the Internal Revenue Service would result
         in $7.6 million of federal tax deficiencies owed by Diamond for the
         period December 31, 1998 through December 31, 2003, plus possible
         interest and penalties and any resultant increases in current state tax
         expense for this period. Additionally, the deferred tax asset
         established in 1998 would be eliminated, as well as net operating loss
         carryforwards from previous deductions of the tax goodwill. The
         carrying amount of these assets at December 31, 2003 was approximately
         $37.0 million.

         Diamond strongly believes that the Recapitalization Transaction is
         properly accounted for, and has appealed the Internal Revenue Service's
         proposed adjustment. If such appeal is ultimately unsuccessful, the
         Internal Revenue Service's proposed adjustment would have a material
         adverse affect on Diamond's liquidity, cash flows, balance sheet and
         results of operations.

NOTE 6.  CONTINGENT GUARANTEED COMMITMENTS

         Diamond leases certain vehicles under operating leases having lease
         terms of 367 days. The leases have monthly renewal options. The vehicle
         lease agreement provides for terminal lease payments for guaranteed
         residual values reduced by actual proceeds from the vehicle sale in the
         event the lease is not renewed. The contingent guaranteed residual
         value payment commitment was $10.8 million at March 31, 2004. No
         amounts have been accrued related to this contingent obligation because
         Diamond does not believe it is probable that the payments will be
         required.


                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         OVERVIEW

         Diamond is a leading provider of automotive glass replacement and
         repair services in the United States. At March 31, 2004, Diamond
         operated a network of 270 automotive glass service centers,
         approximately 1,100 mobile installation vehicles and six distribution
         centers in 45 states. Diamond serves all of its customers' automotive
         glass replacement and repair needs, offering windshields, tempered
         glass and other related products. Sales, net income (loss) and EBITDA
         for the three months ended March 31, 2004 were $53.4 million, $(0.1)
         million and $2.3 million, respectively.

         Weather has historically affected Diamond's sales and net income, with
         severe weather generating increased sales and net income and mild
         weather resulting in lower sales and net income. In addition, Diamond's
         business is somewhat seasonal, with the first and fourth quarters
         traditionally its slowest period of activity. Diamond believes these
         seasonal trends will continue for the foreseeable future.

         The price of replacement automotive glass is based in part on list
         prices developed by the National Auto Glass Specification ("NAGS"), an
         independent third party. Prices charged by participants in the
         automotive glass replacement industry are independently determined
         using varying percentage discounts from the NAGS price list. The impact
         of NAGS price changes on Diamond's financial results depends on the
         level of discounts Diamond grants to its customers and the level of
         discounts that Diamond can obtain from its glass suppliers. Effective
         January 1, 1999, NAGS significantly modified its published list prices
         in order to bring actual prices more in line with published list
         prices. Although NAGS has not materially modified its published list
         prices since January 1, 1999, NAGS has made periodic modifications to
         its published list prices subsequent to that date, which includes a
         series of price changes effective January 2003 that has resulted in a
         4% to 5% decrease in overall list prices. NAGS modified its published
         list prices in January 2004 which resulted in moderate decreases in
         overall list prices.

         Diamond believes that, due to its sole focus on automotive glass
         replacement and repair, it has one of the lowest cost structures in the
         automotive glass replacement and repair industry. Diamond's low cost
         structure enables it to serve all markets of the industry, which is
         comprised of: (1) individual consumers; (2) commercial customers,
         including commercial fleet leasing companies, rental car companies, car
         dealerships, body shops, utilities and government agencies; and (3)
         insurance customers, including referrals from local agents, claims
         offices and centralized call centers. While the largest participant in
         the industry primarily focuses on servicing automotive glass insurance
         claims (including providing related insurance claims processing
         services) and also manufactures automotive glass, Diamond has
         strategically positioned itself solely as a provider of automotive
         glass replacement and repair services to a balanced mix of individual,
         commercial and insurance customers.

                                       10
<PAGE>

         RESULTS OF OPERATIONS

         The following table summarizes Diamond's historical results of
         operations and historical results of operations as a percentage of
         sales for the three months ended March 31, 2004 and 2003.

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED MARCH 31,
                                                   --------------------------
                                                       2004            2003
                                                   -------------   -----------
                                                     $       %       $     %
                                                   -----  ------   ----  -----
                                                      (DOLLARS IN MILLIONS)
<S>                                                <C>    <C>      <C>   <C>
Net Sales .......................................   53.4    100.0    54.1   100.0
Cost of Sales ...................................   15.2     28.5    16.2    29.9
                                                    ----    -----    ----   -----
Gross Profit ....................................   38.2     71.5    37.9    70.1
Operating Expenses ..............................   36.5     68.4    34.4    63.6
                                                    ----    -----    ----   -----
Income From Operations ..........................    1.7      3.2     3.5     6.5

Interest Income .................................    0.0      0.0     0.0       -
Interest Expense ................................    2.1      3.9     2.4     4.4
                                                    ----    -----    ----   -----
                                                     2.1      3.9     2.4     4.4
                                                    ----    -----    ----   -----

(Loss) income before provision for income taxes..   (0.4)    (0.7)    1.1     2.0
Provision (Benefit) for income taxes ............   (0.3)    (0.5)    0.4     0.7
                                                    ----    -----    ----   -----
Net (loss) income ...............................   (0.1)    (0.2)    0.7     1.3
                                                    ====    =====    ====   =====

EBITDA (1) ......................................    2.3      4.3     4.3     7.9
</TABLE>

         (1)      EBITDA represents net income before interest, taxes,
                  depreciation and amortization. EBITDA and the related ratios
                  presented in this table are measures of Diamond's performance
                  that are not required by, or presented in accordance with,
                  GAAP. EBITDA is not a measurement of Diamond's financial
                  performance under GAAP and should not be considered an
                  alternative to net income, operating income or any other
                  performance measures derived in accordance with GAAP or as an
                  alternative to cash flow from operating activities as a
                  measure of our liquidity.

                  Diamond presents EBITDA because it considers it an important
                  supplemental measure of its performance and believes it is
                  frequently used by securities analysts, investors and other
                  interested parties in the evaluation of companies in its
                  industry, many of which present EBITDA when reporting their
                  results.

                  Diamond believes issuers of "high yield" securities also
                  present EBITDA because investors, analysts and rating agencies
                  consider it useful in measuring the ability of those issuers
                  to meet debt service obligations. Diamond believes EBITDA is
                  an appropriate supplemental measure of debt service capacity,
                  because cash expenditures on interest are, by definition,
                  available to pay interest, and tax expense is inversely
                  correlated to interest expense because tax expense goes down
                  as deductible interest expense goes up; depreciation and
                  amortization are non-cash charges.

                  Diamond also uses EBITDA for the following purposes: (i) its
                  executives' compensation plans base incentive compensation
                  payments on its EBITDA performance measured against budgets;
                  and (ii) its

                                       11
<PAGE>

                  credit agreement and its indenture for its Notes use EBITDA to
                  measure Diamond's compliance with covenants such as interest
                  coverage and debt incurrence.

                  EBITDA has limitations as an analytical tool, and should not
                  be considered in isolation, or as a substitute for analysis of
                  Diamond's results as reported under GAAP. Some of these
                  limitations are:

                  -        EBITDA does not reflect our cash expenditures, or
                           future requirements, for capital expenditures or
                           contractual commitments;

                  -        EBITDA does not reflect changes in, or cash
                           requirements for, our working capital needs;

                  -        EBITDA does not reflect the significant interest
                           expense, or the cash requirements necessary to
                           service interest or principal payments, on our debt;

                  -        Although depreciation and amortization are non-cash
                           charges, the assets being depreciated and amortized
                           will often have to be replaced in the future, and
                           EBITDA does not reflect any cash requirements for
                           such replacements; and

                  -        Other companies in Diamond's industry may calculate
                           EBITDA differently than Diamond does, limiting its
                           usefulness as a comparative measure.

                  Because of these limitations, EBITDA should not be considered
                  as a measure of discretionary cash available to Diamond to
                  invest in the growth of its business. Diamond compensates for
                  these limitations by relying primarily on its GAAP results and
                  using EBITDA only supplementally. See the Statements of Cash
                  Flows included in our financial statements.

                  Reconciliation of EBITDA to net income follows for the periods
                  indicated:

<TABLE>
<CAPTION>
                                         Three Months Ended
                                              March 31,
                                       ---------------------
                                        2004         2003
                                       -------      ------
                                       (dollars in millions)
<S>                                    <C>          <C>
Net income (loss) ..................   $ (0.1)      $  0.7
Interest expense ...................      2.1          2.4
Depreciation and amortization ......      0.6          0.8
Provision (Benefit) for income taxes     (0.3)         0.4
                                       ------       ------
     EBITDA ........................   $  2.3       $  4.3
                                       ======       ======
</TABLE>

         THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH
         31, 2003

                  Net Sales. Net sales for the three-month period ended March
         31, 2004 decreased 1.3% to $53.4 million from $54.1 million as compared
         to the three-month period ended March 31, 2003. Installation units sold
         through March 31, 2004 increased 2.8% compared to the three-month
         period ended March 31, 2003. Diamond's revenue per installation unit
         for the three-month period ended March 31, 2004 was 4.7% below the
         revenue per installation unit for the three-month period ended March
         31, 2003. The decrease in sales and revenue per installation unit sold
         was primarily due to pricing pressures experienced throughout the
         industry.

                                       12
<PAGE>
                  Gross Profit. Gross profit was $38.2 million for the three
         months ended March 31, 2004 and $37.9 million for the three months
         ended March 31, 2003. Gross profit increased as a percentage of sales
         to 71.5% for the three months ended March 31, 2004 from 70.1% for the
         three months ended March 31, 2003. The increase in gross profit and
         gross profit percentage is primarily due to decreased product costs,
         which is due to the continued leveraging of our purchasing power and
         to enhanced inventory management as a result of increased system
         functionality from our recently upgraded MIS platform.

                  Operating Expenses. Operating expenses increased by $2.1
         million or 6.1% to $36.5 million during the three-month period ended
         March 31, 2004 from $34.4 million for the three-month period ended
         March 31, 2003. The increase in operating expenses was due to an
         increase in wages and wage related expenses primarily at the service
         center level, due to increased installation capacity, wage rate
         pressures and general wage increases. The increase in operating
         expenses was also due to an increase in advertisement and promotional
         expenses, and an increase in occupancy costs primarily due to normal
         rental rate increases. We also experienced an increase in vehicle
         maintenance costs and an increase in vehicle lease expense due to the
         continued retirement of owned vehicles that are replaced with leased
         vehicles, and accelerated amortization of leased vehicle lives in order
         to more closely align our lease obligation upon termination of the
         lease with expected vehicle market values.

                  Depreciation and amortization expense for the three-month
         period ended March 31, 2004 decreased by $0.2 million or 25.0% to $0.6
         million from $0.8 for the three month period ended March 31, 2003. This
         was primarily due to decreases in depreciation expense for computer
         hardware, sales audit software, and POS software that became fully
         depreciated.

                  Income From Operations. Income from operations for the three
         months ended March 31, 2004 decreased by $1.8 million, or 51.4%, to
         $1.7 million from $3.5 million for the three months ended March 31,
         2003. This decrease was primarily due to the increased operating costs
         which were partially offset by increased gross profit discussed above.

                  Interest Expense. Interest expense for the three months ended
         March 31, 2004 decreased $0.3 million, or 12.5%, to $2.1 million from
         $2.4 million for the three months ended March 31, 2003. The decrease
         was a direct result of the repurchase of $13.2 million face amount of
         senior notes during 2003.

                  Net Income. Net income for the three months ended March 31,
         2004 decreased by $0.8 million to a ($0.1) million net loss from $0.7
         million of net income for the three months ended March 31, 2003. Net
         income as a percentage of sales decreased 1.5% for the three months
         ended March 31, 2004 compared to the three months ended March 31, 2003.
         The decrease in net income and net income margin during the three
         months ended March 31, 2004 compared to the three months ended March
         31, 2003 was primarily due to the increased operating expenses which
         were partially offset by increased gross profit and decreased interest
         expense discussed above.

                                       13
<PAGE>

         LIQUIDITY AND CAPITAL RESOURCES

                  Diamond's need for liquidity will arise primarily from the
         interest payable on its 9-1/4% Senior Notes (the "Notes"), its Credit
         Facility and the funding of Diamond's capital expenditures and working
         capital requirements. There are no mandatory principal payments on the
         Notes prior to their maturity on April 1, 2008 and, except to the
         extent that the amount outstanding under the Credit Facility exceeds
         the borrowing base, no required payments of principal on the Credit
         Facility prior to its expiration on March 27, 2007. As discussed in
         Diamond's Notes to Condensed Consolidated Financial Statements, Note 1,
         Diamond was not in compliance with the EBITDA Covenant as of March 31,
         2004 and obtained a waiver as of March 31, 2004 with respect to the
         EBITDA Covenant. Diamond also amended the Credit Facility with respect
         to the EBITDA levels required to be maintained. Diamond may from time
         to time repurchase Notes in the open market.

                  Net Cash Provided by Operating Activities. Net cash provided
         by operating activities for the three months ended March 31, 2004
         decreased by $1.9 million to $3.1 million from $5.0 million for the
         three months ended March 31, 2003. The change was primarily
         attributable to a decrease in Diamond's earnings for the three month
         period ended March 31, 2004 as compared to the three month period ended
         March 31, 2003.

                  Net Cash Used in Investing Activities. Net cash used in
         investing activities for the three months ended March 31, 2004 remained
         flat at $0.3 million compared to the three months ended March 31, 2003.

                  Net Cash Used in Financing Activities. Net cash used in
         financing activities for the three months ended March 31, 2004 was $1.0
         million compared to $0.0 used in financing activities in the three
         months ended March 31, 2003. This increase is a direct result of net
         repayments on Credit Facility borrowings during the first quarter of
         2004. Diamond had no borrowings under the Credit Facility during the
         first quarter of 2003, and had no outstanding Credit Facility debt as
         of March 31, 2003.

                  Capital Expenditures. Capital expenditures for the three
         months ended March 31, 2004 were $0.3 million, as compared to $0.4
         million for the three months ended March 31, 2003. The decrease is due
         to a decrease in vehicle and software related expenditures, which were
         partially offset by increases in computer hardware and leasehold
         improvements.

                  Liquidity. Management believes that Diamond will have adequate
         capital resources and liquidity to satisfy its debt service
         obligations, working capital needs and capital expenditure requirements
         for the foreseeable future. Diamond's capital resources and liquidity
         are expected to be provided by Diamond's net cash provided by operating
         activities and borrowings under the Credit Facility. See " -- Notes to
         Condensed Consolidated Financial Statements - Note 5 - Income Tax" for
         a discussion of the Internal Revenue Service's proposed adjustments
         with respect to Diamond's tax treatment of its Recapitalization
         Transaction (as defined in Diamond's 10-K for the year ended December
         31, 2003).

         RELATED PARTY TRANSACTIONS

                  On November 17, 2003, Diamond entered into an employment
         agreement with each of Kenneth Levine and Richard Rutta, pursuant to
         which Messrs. Levine and Rutta agreed to serve as the Co-Chairmen of
         Diamond at an annual salary of $320,000, subject to annual review based
         on Diamond's and Messrs. Levine and Rutta's performance. The employment
         agreements provide for a term commencing on November 17, 2003 and
         ending on November 16, 2004. On March 15, 2004, the employment
         agreements were amended to reduce the annual salary for Messrs. Levine
         and Rutta to $52,000. In addition to their annual salary, Messrs.
         Levine and Rutta are eligible to receive a bonus based upon the
         achievement of certain criteria. The employment agreements also contain
         various severance, non-competition, non-solicitation provisions,
         non-disclosure and assignment of inventions provisions.

                                       14
<PAGE>

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Diamond has a revolving Credit Facility that provides for revolving
         advances of up to $25.0 million, and matures in March 2007. Borrowings
         under the Credit Facility bear interest, at Diamond's discretion, at
         either the JP Morgan Chase Manhattan Bank Rate (as defined in the
         Credit Facility) or LIBOR, plus a margin of 0.50% for the JP Morgan
         Chase Manhattan Rate and 2.25% for the LIBOR Rate. In addition, a
         commitment fee of 0.25% is charged against any unused balance of the
         Credit Facility. Interest rates are subject to increases or reductions
         based upon Diamond meeting certain EBITDA levels. At March 31, 2004,
         Diamond had $1.5 million of outstanding borrowings under the Credit
         Facility.

         FORWARD-LOOKING STATEMENTS

                  Readers are cautioned that there are statements contained in
         this report which are "forward-looking" statements within the meaning
         of the Private Securities Litigation Reform Act of 1995 (the "Act").
         Forward-looking statements include statements which are predictive in
         nature, which depend upon or refer to future events or conditions,
         which include words such as "expects," "anticipates," "intends,"
         "plans," "believes," "will," "estimates," or similar expressions. In
         addition, any statements concerning future financial performance
         (including future revenues, earnings or growth rates), ongoing business
         strategies or prospects, and possible future actions, which may be
         provided by management, are also forward-looking statements as defined
         by the Act. Forward-looking statements are based on current
         expectations and projections about future events and are subject to
         risks, uncertainties, and assumptions about Diamond, economic and
         market factors and the industries in which Diamond does business, among
         other things. These statements are not guarantees of future performance
         and Diamond has no specific intention to update these statements.

                  These forward-looking statements, like any forward-looking
         statements, involve risks and uncertainties that could cause actual
         results to differ materially from those projected or anticipated. The
         risks and uncertainties include the effect of overall economic and
         business conditions, the demand for Diamond's products and services,
         regulatory uncertainties, the impact of competitive products and
         pricing, changes in customers' ordering patterns and potential system
         interruptions. This list should not be construed as exhaustive.
         Diamond's annual report on Form 10-K in respect of the fiscal year
         ended December 31, 2003 discusses certain of these risks and
         uncertainties under the caption "Factors Affecting Future Performance."

                                       15
<PAGE>

ITEM 4   CONTROLS AND PROCEDURES

                  Diamond maintains disclosure controls and procedures that are
         designed to ensure that information required to be disclosed in
         Diamond's Exchange Act reports is recorded, processed, summarized and
         reported within the time periods specified in the Securities and
         Exchange Commission's rules and forms and that such information is
         accumulated and communicated to Diamond's management, including its
         Chief Executive Officer and Chief Financial Officer, as appropriate, to
         allow for timely decisions regarding required disclosure. In designing
         and evaluating the disclosure controls and procedures, management
         recognizes that any controls and procedures, no matter how well
         designed and operated, can provide only reasonable assurance of
         achieving the desired control objectives, and management is required to
         apply its judgment in evaluating the cost-benefit relationship of
         possible controls and procedures.

                  As required by SEC Rule 13a-15(b), Diamond carried out an
         evaluation, under the supervision and with the participation of
         Diamond's management, including Diamond's Chief Executive Officer and
         Diamond's Chief Financial Officer, of the effectiveness of the design
         and operation of Diamond's disclosure controls and procedures as of the
         end of the quarter covered by this report. Based on the foregoing,
         Diamond's Chief Executive Officer and Chief Financial Officer concluded
         that Diamond's disclosure controls and procedures were effective at the
         reasonable assurance level.

                  There has been no change in Diamond's internal controls over
         financial reporting during Diamond's most recent fiscal quarter that
         has materially affected, or is reasonably likely to materially affect,
         Diamond's internal controls over financial reporting.

                                       16
<PAGE>

                                     PART II

                                OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS

                  On May 2, 2002, Diamond filed an amended Complaint with the
         United States District Court, Middle District of Pennsylvania against
         Safelite Glass Corporation (the "Defendant"). Diamond alleges, among
         other things, that the Defendant's conduct as (i) an operator of
         national telephone call centers which takes first notice of loss calls
         from insureds of several of the largest automobile insurers in the
         United States (the "Insurers"); (ii) a provider of various claims
         processing services to the Insurers as a third-party administrator and;
         (iii) an operator of a network of retail repair and replacement
         facilities who perform work for the Insurers as Safelite affiliates,
         violated certain federal and state laws and gave rise to other legal
         and equitable claims against the Defendant. Diamond alleges that the
         Defendant engaged in various practices designed to divert customers
         away from Diamond to the Defendant, and that Diamond has suffered
         damages as a result of this conduct in an amount to be determined at
         trial.

                  On November 1, 2002, the Defendant filed a counter claim
         against Diamond, alleging, among other things, that Diamond has engaged
         and continues to engage in publishing certain false and defamatory
         statements about the Defendant to automobile insurance companies that
         are the Defendant's clients. Defendant alleges that this alleged
         conduct has injured the Defendant's goodwill and business reputation
         with its insurance clients and in the auto glass repair and replacement
         industry. Among other things, the Defendant is seeking damages in an
         amount to be determined at trial.

                  On February 3, 2003, Delbert Rice and Kenneth E. Springfield,
         Jr., on behalf of themselves and all others similarly situated (the
         "Plaintiffs"), filed a class action Complaint in the Court of Common
         Pleas of Luzerne County, Pennsylvania against Diamond. Plaintiffs
         allege, among other things, Diamond violated certain sections of the
         Pennsylvania Unfair Trade Practices and Consumer Protection Law and
         common law. Plaintiffs allege that this alleged conduct has caused
         monetary damages to Plaintiffs. Among other things, Plaintiffs are
         seeking damages in an amount to be determined at trial. Diamond
         believes Plaintiffs' allegations are without merit and plans to
         vigorously contest this complaint.

                  Diamond is involved in various claims and legal actions
         arising in the ordinary course of business. In the opinion of
         management, the ultimate disposition of these matters will not have a
         material adverse effect on Diamond's financials, results of operations
         or liquidity. No amounts have been recorded in the consolidated
         financial statements for any of these legal actions.

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
-------  -----------------------------------------------------------------------
<S>      <C>
10.1     Waiver and Amendment Number Eight to Financing Agreement, dated March
         27, 2000, between The CIT Business Group/Business Credit, Inc. and
         Diamond Triumph Auto Glass, Inc.

31.1     Sarbanes-Oxley  Section 302(a) Certification of the Chief Executive
         Officer.

31.2     Sarbanes-Oxley  Section 302(a) Certification of the Chief Financial
         Officer.

32.1     Certification Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief
         Executive Officer.

32.2     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the  Sarbanes-Oxley  Act of 2002 of the Chief
         Financial Officer.
</TABLE>

                                       17
<PAGE>

         (b)      REPORTS ON FORM 8-K

                  Form 8-K filed on March 31, 2004, reporting that Diamond
                  Triumph Auto Glass, Inc. issued a press release announcing its
                  operating and financial results for the year ended December
                  31, 2003.

                                    SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                  DIAMOND TRIUMPH AUTO GLASS, INC.

         Date: May 17, 2004       By: /s/ Michael A. Sumsky
                                      ------------------------------------------
                                      Name:  Michael A. Sumsky
                                      Title: President,
                                             Chief Financial Officer and General
                                             Counsel (Principal Financial and
                                             Chief Accounting Officer)

                                       18